Chaotic: Ben 10 Style
by SaurusRock625
Summary: The events of Omniverse don't happen in this story. What if Ben played the awesome at card and PC game ever to be created? What if by chance he ported to Chaotic? What mayhem will ensue?
1. Chapter 1

_**Some of you have asked me to do a story like this, so here it is. A Ben 10/Chaotic crossover! I hope you guys enjoy this story. And I'd like to inform you all ahead of time that this is a challenge that I accepted from fellow fan fiction author Justaquestion12. Now, let's get this show on the road, shall we?**_

 _ **Disclaimer: I don't own Ben 10, or Chaotic!**_

* * *

"Maxxor!" = Talking

 _"Maxxor!" = Thinking_

 **"Maxxor!" = Yelling**

* * *

In a frozen tundra right in the middle of a snowstorm, someone was running from something else. The individual in question was a male humanoid that was very muscular. He had pale green skin with dark purple tribal markings on it, red eyes, and spiky black hair with unexplainable white highlights. His choice of attire was a red, sleeveless tunic, a pair of red shorts, and what looked like a loincloth held up by a jeweled belt.

He seemed to be a warrior, but why was he running when he should be standing his ground? Well, that would be due to an enemy he's fighting. A formidable foe that has been chasing him for quite some time now.

Our mystery warrior had just narrowly dodged a ball of fire as this mystery adversary flew after him. But just who is this strange new enemy?

This warrior appeared to be another humanoid, only it was clearly female. She had a sleek and feminine figure along with red, bat-like wings that were slightly tattered on the bottom, brown eyes, long black hair, and yellow skin with dark red markings on her hands, arms, and neck. She wears a black leotard with an armored breastplate and knee guards. She also had wicked sharp talons on her feet instead of normal human toes, and five curved spikes on her head.

This demoness warrior landed, and took a moment to look for her enemy. Being a flying warrior gave this woman the advantage of extremely keen eyesight. But even she was having a little bit of trouble seeing where her enemy was through all of this snow and ice.

That's when she caught a glimpse of the male figure seeking shelter in a frozen cave. She smirked and flew off after him again, staying at a low altitude so she wouldn't get swept up in the wind. While the male was running away while under the cover of darkness, the woman flew into the cave and shot a fireball from her hand that looked like it had a flaming skull inside of it! The impact of the flames against the ground caused the fire to spread, but she flew through it like it was no problem.

"Playtime's over!" the woman said to herself.

She landed on the ground, and picked up some of the fire in her hand. She knew her enemy was hiding somewhere in this cave, but this minor setback wasn't going to stop her from destroying him.

"You can run, but you can't hide. Not from Takinom!"

She looked around again, but still saw no sign of her target.

"I have to admit, I'm disappointed." Takinom taunted. "I expected more from the hero of the Overworld."

She knew the heat from her fire attack was melting the ice above her, but paid it no mind. She had more important things to do. Like destroy this Overworlder and claim victory! As Takinom was looking around, she detected a presence behind her. She looked back and lo and behold, her target was on the ceiling!

 **"Ember Swarm!"** Takinom cried.

She thrust her arm forward and unleashed what looked like a swarm of flaming insects! The man had no choice but to drop from his perch in order to dodge that devastating attack. Fortunately he landed on his feet. The man narrowed his eyes in determination.

"So, you wanna play hardball, eh? Well then, I'm going... What?! IT'S NOT ON MY WRIST!" the man said to himself.

He was reaching for something that was originally on his wrist, but now it wasn't. But whatever it was, he thought it was the key to his victory. And now it was gone! Whatever it was supposed to be.

The man yelped as he suddenly found himself dodging more fire based attacks. None of them hit, but they were all still very powerful in this icy environment.

 _"I can't let those attacks hit me! Not until I figure out how to fight back in this form!"_ the man thought to himself.

On his last dodge, he found himself sliding down an icy slope that led to another cliff. He yelped as he slid off the cliff and started falling. Takinom flew out of the cave just in time to see the man fall through a cloud and out of sight.

"What's he doing?!" Takinom asked herself.

Fortunately for the male fighter, he landed on another slope and stopped on solid ground. But he felt a little dizzy due to the rush of this battle. He grunted as a block of snow hit him on the head. However, he had no time to relax as Takinom flew after him in this seemingly never ending pursuit.

As the camera pans down to look at this male warrior, a voice belonging to a teenage boy begins to narrate about this situation.

 _ **"This green guy with the weird hair? That's Maxxor."**_

"COME ON! STOP BEING SO LAME, AND FIGHT!" Takinom demanded.

The now named Maxxor managed to dodge the initial aerial strike of Takinom's claws, and managed to summersault out of striking distance. He resumed running as the voice resumed his narration.

 _ **"Takinom wouldn't normally have Maxxor running for the hills. After all, he's one of the Overworld's fiercest warriors. Any other day, he'd stand his ground and blast away with a bunch of awesome attacks."**_

Maxxor yelped as he saw a higher cliff getting closer and closer. He dug his heels into the snow, and BARELY managed to skid to a stop without falling over the edge. He looked back in slight fear as he Saw that Takinom was getting closer and closer.

 _ **"He's the bravest of the brave. Really!"**_

"If I don't figure out how to fight back, I'm dead meat!" Maxxor said to himself.

 _ **"He's got power, he's got skills. In Perim he's the man! The problem is he's only Maxxor on the outside. On the inside he's... Me!"**_

The screen splits in half to show that on the inside surrounded by a bunch of blue zeros and ones, Maxxor was really a teenage boy. But how did this come to be?!

"Game over, Ben!" Takinom gloated as she floated closer to Maxxor. "Welcome to Chaotic!"

She opened her mouth, and exhaled a stream of concentrated fire at Maxxor. Our Overworld hero gasped in fear as the fire got closer and closer to him. No doubt the story behind this strange encounter was going to be one to remember.

* * *

 _ **Welcome to Chaotic: Part 1**_

* * *

Now you may all be wondering how this Ben kid managed to get himself into a situation like this. Well to answer your questions, let's back up a few hours to earlier this afternoon. The day started out in the city of Bellwood where school had just been let out, but some of the students had stayed behind in the cafeteria doing what they loved more than watching TV and reading comic books. They were playing a popular card and PC game known as Chaotic.

"Chaor launches a Lavalanche attack. You lose fifteen energy!" a student named J.P. said to a girl named Julie.

The girl put her creature in the discard pile, knowing that it was defeated. But over at a nearby table, we see two other students using their laptops to play Chaotic online. And one of these students happens to be who this story is about.

Ben Tennyson was a supposedly average teenager with well kept brown hair that was tousled slightly in the front, green eyes, and pale skin. He was wearing a black T-shirt, blue jeans, a pair of black and green sneakers, and a green jacket with the number ten on it. But on his wrist was a strange gauntlet that looked like it was crossed with a wristwatch.

It was certainly like nothing that was made on Earth. It had a green and black coloration, and went from Ben's wrist all the way up to half of his forearm. There was a circular dial on it that gave this device the appearance of a gauntlet mixed with a wristwatch. It also had this odd hourglass mark on the faceplate. This is a device known as the Ultimatrix, and with it Ben is able to transform into many different alien life forms and use their abilities as his own. But let's focus on Ben's match with this kid named Cash, shall we?

"Any day now, UltimateBen!" Cash said arrogantly.

"Hmph! Don't be in such a rush to lose, Cash." Ben said, pressing a button. "Battle team locked."

"LET'S GET CHAOTIC!" they declared.

Both players gave it their all in an online three on three match with neither player giving an inch. They used their strongest attacks, their greatest Mugic, and their best Battlegear. It was definitely one of Ben's harder matches due to Cash having a lot of powerhouse creatures. But in the end, our hero emerged victorious!

"Oh yeah! That's how ya do it old school!" Ben said in victory.

"Hey, nice match there."

Ben turned around to see that the one who spoke to him was that girl that he spoke to a few times in the past. She was about a few inches taller than his cousin, and had this air of utter confidence around her. She had long blonde hair that fell halfway down her back, teal eyes, and pale skin. She wore a black shirt with long white sleeves, red pants, and a pair of black flats. She also had a gold hoop earring in each ear.

"Those were some pretty impressive moves you pulled back there." the girl complimented.

"Thanks... Sarah, right?" Ben thanked/asked.

"That's my name. What's yours?" she asked.

"My name's Ben. Ben Tennyson."

"Good to meet you, Ben. Hey, look at your screen!" Sarah suddenly ordered.

Ben took a look and saw that Sarah had a reason for the sudden urgency. It looked like Ben had received an E-mail from the Chaotic website. He opened the E-mail and saw that the message was just a jumble of letters and numbers. In fact if he didn't know any better, Ben would probably think that...

 _"Is that a... Code?"_

"Ben, may I have a word with you in the hall for a minute?" Sarah asked.

"Okay." Ben replied.

Ben took a few minutes to put away his stuff, and followed Sarah out into the hall. She seemed to be a bit frantic about something, but he just couldn't figure out what. Sarah looked around to make sure they were alone. She didn't want any of this conversation to be leaked to any outsiders. When she was relatively sure that no one would hear them, Sarah looked at Ben with a bit of a crazed glint in her eye.

"Ben, you're probably gonna think I'm loony for saying this, but what you saw on your computer was a code to get into the real Chaotic!" Sarah explained. "Once you're there, you'll be able to play the game for real! Meet all of your favorite creatures! And you'll be able to scan lots of new creatures, Battlegear, Mugic, and locations! Look, I know it sounds insane, but-"

"Whoa, calm down! I believe you." Ben said. "I've honestly seen stranger things as a kid, and if you say that Chaotic is a real place, then I believe you. Just tell me how to get there."

Sarah sighed in relief. She really didn't want someone to think that she was crazy, and was glad that Ben was one of the more reasonable people around here.

"Okay, whenever you get the chance you need to input the password into your scanner. As soon as you input that password, an electronic avatar of yourself will be sent to Chaotic. Once the button at the top of your scanner starts flashing, press it and you'll get all of the memories of everything you did in Chaotic. As well as any new scans you get. But I'm warning you now, that password you got is only valid today! If you don't use it, who knows if you'll get another one!" Sarah explained. "I'll meet you in Chaotic, so don't keep me waiting!"

Having said her piece, Sarah grabbed her stuff and headed off for home. Ben followed her example, and started off for home. He wanted to get that code downloaded as soon as possible so he could see Chaotic for himself! Who knows? He might get a new scan when he actually gets there.

It took about a half hour to walk back home, but as soon as Ben was there he raced up the stairs to his room. It was a good thing his parents were on their second honeymoon, so they were going to be gone for a full month. He made it up to his room, and started setting his computer up. This didn't take him very long, so he was pretty quick in getting logged onto his account.

He opened up the letter that had the password, and started typing it into his scanner. The scanner was a rectangular device that had a screen, a D-pad with a button in the middle, and a button with the logo for the Chaotic game on the top. Unlike the other scanners which were the color of whatever tribe a player allied themselves with, blue for Overworld, red for Underworld, yellow for Mipedian, and brown for Danian, Ben's scanner wasn't any of these colors.

Instead, his was white which meant that he wasn't allied with just one tribe. Ben had just finished entering the code into his scanner, and narrowed his eyes.

 _"Now for the moment of truth!"_ Ben thought to himself.

He pressed the button on his scanner, activating the code. There was a pull on his consciousness, and next thing Ben knew, a part of him was heading off for the adventure of a lifetime. But Ben noticed something else while his avatar was being sent to Chaotic. His Scanner wasn't activating no matter what he tried.

"That's weird... And it looks like I can't access my online deck either. Oh well." Ben said, setting his Scanner on the nightstand. "I'm sure I'll figure it out later on. Right now, I need to find something else to keep me occupied."

* * *

 _ *****Unknown Location*****_

* * *

In a flash of blue data, the avatar of Ben arrived in a strange area. He looked around in confusion as he got a good look at the place.

It was some sort of pub, but way more futuristic. Everything was white with huge screens almost everywhere you look, there were little service droids floating about, and on the outside it looked like this place was in a never ending summer. All in all, this place looked like it could pass for a home away from home.

Ben didn't realize it at first, but he had been steadily walking around until he ended up almost bumping into someone. A certain someone who happened to be the very one who brought him here.

"There you are, Ben! C'mon, you're gonna be late for your first match in the Imthor Drome!" Sarah said.

Pretty soon, our hero found himself on a moving floor that was taking him and Sarah to a strange building. According to Sarah, this place was the Imthor Drome; a Battle Drome where all Chaotic players have a chance to face off against Codemaster Imthor himself. But there was one small problem here.

"How are we gonna battle when I don't have my cards?" Ben asked.

Sarah didn't seem bothered by this fact.

"Trust me, Ben. You don't need them." Sarah said.

"So are we gonna battle online, or something?" Ben asked.

"Not exactly." Sarah replied.

Without warning, she pushed him into the Drome. This made Ben yelp and trip over his own two feet.

Once Ben was inside, the Drome was lit up and something materialized in the center of the Drome. It looked like a giant, constantly rotating version of the logo of the Chaotic card game.

 **"Welcome to the Drome Imthor, Ben Tennyson. Chaotic codename: UltimateBen. Please step forward."** it requested.

A strange stand that looked big enough to hold a scanner rose up from the floor as it was speaking. Wordlessly, Ben walked up to the stand as instructed.

 **"Dock your Scanner."**

Ben did as instructed, and as soon as he did something amazing happened. A huge screen with five different rotators underneath appeared in front of him! It was so new, yet it seemed so familiar.

"Whoa! It's just like the computer game, only life sized!" Ben said to himself.

Out of curiosity, Ben spun the blue colored rotator and was both amazed and relieved to see that all of his cards were still there. But there was still one thought that came to mind here. He may be very much amazed by all of these advances to the Chaotic game, but...

"Who am I up against anyway?" Ben asked.

He gasped slightly as someone else walked into the Drome. It was a bespectacled boy with a slight overbite, and brown hair in a bowl cut. Unlike Ben's white Scanner, this guy had a red one to show that he primarily used Underworlders in his deck. The voice spoke up again as it introduced Ben's opponent.

 **"Samuel Murakami, A.K.A. SamShady."**

Samuel seemed to be very confident about his skills, but that wasn't going to stop Ben from pulling out a win! He knew what he was doing for the most part. But these new controls seemed a bit confusing as to how one works them.

"First time here?" Sam asked.

"Yeah. How'd you know?" Ben replied.

"The confused look in your eye says it all." Sam elaborated. "But don't worry, you'll pick up on how this works soon. By the way, what tribe do you specialize in?"

"I really prefer not to ally myself with just one tribe. I use all of them." Ben said.

"Well it's nice to see that you're not revealing TOO much about your deck." said a sarcastic Sarah. Wait, Sarah?!

Ben looked around in an attempt to find the source of the voice, but the blonde girl was nowhere to be seen. And that worried Ben.

"Down here, on your Scanner!"

Ben looked down, and sure enough, Sarah was there on the screen of Ben's Scanner. Looks like she was using the video message system of the Scanners to talk with Ben. And a good thing too! This rookie's gonna need all the help he can get in this new type of playing field.

"You can't just tell him what kind of cards you have! He's the enemy!" Sarah scolded.

Ben facepalmed at his own stupidity, before Sarah began to explain how this version of the game worked.

"Alright, listen, this is just a beginner's match. One on one to get you started. The controls are pretty much the same as what you'd use on your computer, only instead of a keyboard..." she saw that Ben was way ahead of her, turning the rotator. "That's right, now you're getting it! Okay, Samuel's already chosen his creature and is moving in to Battlegear and Mugic. One of each. You can't see what he's got, and he can't see what you have."

 _"Okay, for this match I'll use an Overworlder. I have no idea what this guy is gonna use, so I better go big and choose Maxxor. For Battlegear... I saw that Sam has an Underworld scanner, so he probably uses Underworlders. And Underworlders use primarily fire attacks. I'd better equip Maxxor with an Aqua Shield. And for Mugic, I'll need one that can give me more power in a pinch. Maybe... Fortissimo. Yeah, that'll do it!"_ Ben thought to himself.

"Okay, now you've gotta choose your locations. Ten of them." Sarah instructed.

 _"Then I'd better go with all Overworld locations."_ Ben thought to himself.

"Okay, that's as far as I can guide you. The rest is up to you. Good luck!" Sarah said as the Scanner went blank.

 **"Players, lock your battle decks."**

Both combatants did as instructed, and the screens expanded to show both players decks. Ben saw that he made the right choice in using Maxxor, but he also saw that he might have a slight disadvantage in this particular battle due to the creature Samuel had chosen. It was an Underworlder known as Takinom.

Ben took the time to weigh his pros and cons. While Takinom had low energy levels and no elemental affinities, she had the ability to fly which would give her a serious aerial advantage no matter the terrain.

 **"UltimateBen, since this is your first time here you will make the attack. Activate the Location Randomizer."**

Ben used his right hand to spin the horizontal white spinner, and as it spun, his locations flew by very quickly. It soon slowed down and stopped on the location where this story began.

 **"Glacier Plains. Choose your attacking creature and target creature please."**

"I guess I've only got one choice. Maxxor attacks Takinom!" Ben said.

 **"Very well. Touch your card."**

Ben did as instructed and no sooner than he did, the screen disappeared. It seemed very strange to our hero, but his confusion was soon replaced with a sense of panic as blue and white data began to swirl around his hand. This data soon began to travel up his arm, changing it as he did.

The same thing was happening to Samuel, only his transformation was quicker as he turned into Takinom. Pretty soon, Ben's transformation was finished and he looked at himself to see that he had transformed into the creature on his card.

"WHAT THE-?! I'm... Maxxor?! What kinda sick prank is this?!" Ben asked in panic.

"Hah! If you think that this is a prank, then you won't last long against me!" Samuel as Takinom gloated.

 **"Transformations complete! Prepare to be transported to the battle ground!"**

"Battle ground? But who's-?" Ben asked.

His question was answered when he saw "Takinom" cracking "her" knuckles. He gulped as he realized that this was going to be a very bad thing since he knew nothing about fighting as a creature from Chaotic.

He had no time to dwell on this as he and "Takinom" were engulfed in a flash of white light, forcing him to close his eyes due to how bright it was. He suddenly felt something very cold against his skin, and opened his eyes only to gasp for what felt like the umpteenth time that day. He was now in Glacier Plains!

"Well, it's official. I'm doomed!" Ben said to himself.

 _"This is so weird. It feels like I'm one of my aliens from the Ultimatrix, only I'm not. That must mean that I can control it as freely as my own body!"_

And Ben was correct, because he was soon dodging hundreds of fire balls from "Takinom"! And she seemed dead set on coding him.

"Well? You wanted the full Chaotic experience, didn't you?" "she" asked in a taunting manner.

"Actually, things are getting a bit too hot up in here. So I think you should _cool_ off!" Ben replied.

Before "Takinom" could counter attack, "she" was hit in the face by a snowball. This knocked her off balance for awhile, and gave Ben the opportunity he needed to stage a strategic retreat. And by "strategic retreat", I mean he ran away like a mouse running from a cat.

And that pretty much brings us back to the events that led up to Ben's Current situation. Especially since be had no choice but to jump off the cliff in order to escape Takinom's Torrent of Flame attack. But he started screaming as he realized that he had just made a huge mistake in doing this.

* * *

 _ **To Be Continued...**_

* * *

 _ **Well, what do you think? Love it? Hate it? Needs improvement? Let me know! And if there are any specific Creatures, Mugic, Battlegear, or Locations that you want Ben to scan later on, just let me know in the reviews! And know that all flamers will be attacked by the four Tribe Leaders!**_


	2. Chapter 2

**_Scans for this Chapter: Nauthilax (Ben), Mezzmarr (Tom)_**

 ** _Main Protagonists: Ben Tennyson, Sarah, Tom, Kaz, Peyton._**

 ** _Main Antagonists: Klaybourne, Krystella, Albedo, Vilgax, Attea._**

 ** _Pairing: Ben T. x Sarah_**

 ** _Just so you know, I'm probably going to be combining episodes after this chapter to meet the 8,000 word mark. Now without further ado..._**

 ** _Let's get Chaotic!_**

* * *

 ** _Previously on Chaotic: Ben 10 Style..._**

* * *

 ** _"Hmph! Don't be in such a rush to lose, Cash." Ben said, pressing a button. "Battle team locked."_**

 ** _"LET'S GET CHAOTIC!" they declared._**

 ** _"Those were some pretty impressive moves you pulled back there." the girl complimented._**

 ** _"Thanks... Sarah, right?" Ben thanked/asked._**

 ** _"That's my name. What's yours?" she asked._**

 ** _"My name's Ben. Ben Tennyson."_**

 ** _"Good to meet you, Ben. Hey, look at your screen!" Sarah suddenly ordered._**

 ** _Ben took a look and saw that Sarah had a reason for the sudden urgency. It looked like Ben had received an E-mail from the Chaotic website. He opened the E-mail and saw that the message was just a jumble of letters and numbers. In fact if he didn't know any better, Ben would probably think that..._**

 ** _"Is that a... Code?"_**

 ** _"Ben, you're probably gonna think I'm loony for saying this, but what you saw on your computer was a code to get into the real Chaotic!" Sarah explained. "Once you're there, you'll be able to play the game for real! Meet all of your favorite creatures! And you'll be able to scan lots of new creatures, Battlegear, Mugic, and locations! Look, I know it sounds insane, but-"_**

 ** _"Now for the moment of truth!" Ben thought to himself._**

 ** _He pressed the button on his scanner, activating the code. There was a pull on his consciousness, and next thing Ben knew, a part of him was heading off for the adventure of a lifetime._**

 ** _"There you are, Ben! C'mon, you're gonna be late for your first match in the Imthor Drome!" Sarah said._**

 ** _Pretty soon, our hero found himself on a moving floor that was taking him and Sarah to a strange building. According to Sarah, this place was the Imthor Drome; a Battle Drome where all Chaotic players have a chance to face off against Codemaster Imthor himself. But there was one small problem here._**

 ** _"How are we gonna battle when I don't have my cards?" Ben asked._**

 ** _Sarah didn't seem bothered by this fact._**

 ** _"Trust me, Ben. You don't need them." Sarah said_**

 ** _"First time here?" Sam asked._**

 ** _"Yeah. How'd you know?" Ben replied._**

 ** _"The confused look in your eye says it all." Sam elaborated. "But don't worry, you'll pick up on how this works soon."_**

 ** _"Maxxor attacks Takinom!" Ben said._**

 ** _Ben did as instructed and no sooner than he did, the screen disappeared. It seemed very strange to our hero, but his confusion was soon replaced with a sense of panic as blue and white data began to swirl around his hand. This data soon began to travel up his arm, changing it as he did._**

 ** _The same thing was happening to Samuel, only his transformation was quicker as he turned into Takinom. Pretty soon, Ben's transformation was finished and he looked at himself to see that he had transformed into the creature on his card._**

 ** _"COME ON! STOP BEING SO LAME, AND FIGHT!" Takinom demanded._**

 ** _"If I don't figure out how to fight back, I'm dead meat!" Maxxor said to himself._**

 ** _And that pretty much brings us back to the events that led up to Ben's Current situation. Especially since be had no choice but to jump off the cliff in order to escape Takinom's Torrent of Flame attack. But he started screaming as he realized that he had just made a huge mistake in doing this._**

* * *

 ** _Welcome to Chaotic: Part 2_**

* * *

When we last saw our hero, he was falling to his doom. And what he didn't know was that there were people watching his match. Including Sarah. And they were all very much concerned about how this might affect his psyche.

But in the back of the crowd, there was one player who didn't seem the least bit worried. He has blonde hair and pink eyes with pink shades over them. He has a goatee, and backcombed hair. This guy looks to be above average height, and combined with his lanky body type his overall appearance is creepy.

"Another newbie bites the dust. Ho hum." He said with an Australian accent.

While this was going on, Samuel as Takinom was laughing as Ben fell to his "doom". Obviously " she wasn't too concerned about the psychological trauma that could happen due to a fall from these heights.

"C'mon, dude! Try to lose with some dignity!" Takinom called.

From within this Maxxor transformation, Ben was still in a major panic from falling. Since he didn't have the Ultimatrix here, he couldn't go alien and save himself. But that's when he felt a rush of information head his way.

He twisted his body in midair, and stretched out an arm. As be was falling, he saw some sort of branch sticking out of the ice. Thinking fast, Maxxor focused all of his weight in the direction of the branch and grabbed it! He sighed in relief as he knew that he had just prevented what very well could've been a lethal fall.

While Maxxor caught his breath from almost falling to his death, the others who were watching the match began to cheer at this incredible turn of events.

"THAT'S IT, BEN! YOU'RE DOING IT! That's the way! Get in touch with your inner Maxxor!" Sarah cheered.

By now, that creepy blonde dude was watching the match in slight interest. He was actually standing with the group so he could get a better view.

Back in the Battle Drome, we zoom in to see Ben looking shocked at what he'd just done.

 _"Whoa...! That was weird! Somehow I knew that branch was gonna be there because Maxxor knew it was gonna be there. And if what I'm seeing from these memories is right, then Maxxor also knows that this branch is... Not a branch!"_ Ben thought to himself.

And he was right. What he was holding onto right now was not really a branch at all. It was the frozen horn bone of a skeleton belonging to some sort of strange carnivorous creature that was frozen in the ice. Maxxor yelped as a fireball sailed right past him, and Takinom came flying into view.

"So, you're finally getting into character. Good! I'd hate it if I won the match too easily!" Takinom taunted.

As she threw more fire at Maxxor, the protector of the Overworld began to swing himself back and forth on the frozen bone. After a few swings, he managed to launch himself into the air in Takinom's direction. She failed to notice this until she stopped her fire attack. Maxxor grabbed onto her leg adding his own weight to hers, and causing her to drop a few feet.

"LET GO! I CAN'T FLY LIKE THIS, YOU IDIOT!" Takinom demanded.

But Maxxor just smirked at the demoness warrior's dilemma.

"I know. How about letting ME fly for awhile!"

It wasn't a question. It was Maxxor's plan, as made clear when he grabbed her wing and made her fall even more. From within Takinom's mind, Samuel could see that they were heading straight for a wall made out of thin ice, and gasped as he realized that they were gonna crash.

And crash they did. Both creatures ended up breaking through the wall, causing it to shatter like glass. Maxxor finally let go and landed on his feet, gliding across the ice like he was wearing a pair of skates. Takinom wasn't so lucky. She hit the icy ground hard, but managed to flip and get back to her feet.

Electrical currents began to gather between Maxxor's hands as he powered up an attack. Takinom's eyes widened as she realized that she was in big trouble now.

 **"Pebble Storm!"** Maxxor yelled.

From his abdominal area launched a hail storm of sharp rocks at his enemy. Takinom barely managed to jump out of the way just as the attack missed. She landed with a satisfied smirk on her face.

"Finally, you're fighting back!" Takinom said before asking "Can't you do better than pebbles?"

"How's THIS?" Maxxor asked.

He jumped into the air to gain the force needed to launch his greatest Earth based attack.

 **"Rock Wave!"**

The force of Maxxor's fists landing on the ground was enough for him to launch a wave of icy rock at the demoness warrior. Takinom was too stunned to dodge, and ended up getting hit by that devastating attack and losing a good chunk of energy.

"How's that? Too hot for ya?" Maxxor taunted.

Takinom flew back up into the air, and began to gather fire all around her body in order to use her strongest attack. An attack that was well known throughout the Underworld.

"I'm more than hot. I'm on fire! No one's ever survived my Torrent of Flame attack!" Takinom said, sure that victory was hers.

 _"Uh oh, now she's REALLY mad! And there's nowhere to hide!"_ Ben thought in panic. _"I've still got my Battlegear, but... No! If I'm gonna beat Takinom, I'll have to use Mugic to beat her!"_

Using one of Maxxor's three Mugic Counters, Ben was able to activate the Mugic that he'd chosen specifically for this battle.

 _"I just hope I chose the right one!"_

Seven musical notes began to play as the melody of Ben's Mugic sang to help its caster.

 **"FORTISSIMO! MAKE ME COLOSSAL!"**

A bright beam of amber and white colored light descended upon Maxxor, and caused something amazing to happen. He began to increase in height and mass until he was a good seventy two feet tall. He also regained some of his lost energy, which was really going to help him out in this situation.

Takinom fired her Torrent of Flame attack, but as soon as it hit Maxxor... It fizzled out and did zero damage. Maxxor wiped the soot off of his tunic while grinning at his opponent's bad luck.

"That tickled." Maxxor taunted.

Takinom cried out in shock as Maxxor snatched her out of the air. With her wings caught as well, the most Takinom could do was swipe at Maxxor's face.

"Not so tough now, are you?" Maxxor asked.

Just then, he began to shrink. This was a surefire sign of only one thing.

"Uh oh! The Mugic is already wearing off!" Maxxor said to himself.

Thinking fast, he began to spin incredibly fast to gain centrifugal force to defeat Takinom once and for all. The good thing about being on ice? It makes it easier to gain speed when you need to. Once he'd reached a sufficient speed, he released his grip on the Underworlder, and sent her hurdling through the air!

Takinom screamed as she was sent through the air, and hit the opposite wall. There was a strange computerized sound before the two players were transported back to the Drome. However, Samshady was now back to being himself again.

Back in the pub, Sarah and the rest of the crowd were going absolutely nuts over Ben's first win in the Imthor Drome. But that creepy blonde guy was now looking like he was planning something bad. And it seemed to involve Ben somehow.

Meanwhile, Sarah just went off to meet up with Ben outside of the Battle Drome. She didn't have to wait long as Ben came rushing out with excitement clear on his face.

"CAN YOU BELIEVE IT?! I WAS MAXXOR! AND I USED MUGIC AND BATTLEGEAR AND-"

"Whoa, take it easy there, kahuna! I saw the whole thing. You totally rocked out there! It's like you've got a natural talent for battle!" Sarah complimented.

"All this time... All those crazy stories I heard about on Earth... It's all true! Just looking out over this whole place makes me wish I could stay here forever." Ben said fondly.

Until he realized one very important detail.

"MY PARENTS! Oh man, they're gonna flip their lids when they find out I'm gone!" Ben panicked.

"Relax, you're not gone." Sarah said nonchalantly. "In fact, you're probably at home eating breakfast right now just like any other day. You see, it's like I said back on Earth, before you enter the Chaotic Password there's just you. But after you use it, there's the you back on Earth, and the you that's here in Chaotic."

"How's that even possible?" Ben asked.

"How'd they find out how to keep churros straight when in the fryer? Who knows! All that matters is it happens." Sarah replied. "When you're ready to go home, you just activate the Transport Command here once you push this button. Then it starts blinking in the real world where the other you presses it to receive the memories and any scans you get while here in Chaotic. Go ahead, try it out."

Ben was a bit skeptical about this, but knew that Sarah knows more about this than he does. So he did as she instructed, and pushed the button. But for some reason or another, nothing was happening. So Ben pushed it a few more times before Sarah snatched his Scanner.

She fiddled with it a bit, but didn't look worried. In fact, she looked like she has seen this happen before.

"Relax, your Scanner's fine! The other you just isn't picking up on Earth." Sarah explained as she gave Ben his Scanner back. "C'mon, let's go to Perim and I'll show you how to scan new stuff while you wait."

Ben started walking with her back to the pub where they'd be able to get to Perim. As they were walking, Sarah began to explain everything else about how this new version of Chaotic works.

"When you first enter your Password, your Scanner seems dead and you can't access your online deck. That happens because the version of you here in Chaotic is using them." Sarah explained. "A lot of players tend to spazz out when they think their Scanner's broken!"

"Yeah, but knowing me, I probably just set my Scanner down on my nightstand back home." Ben said.

Pretty soon they made it to the port where the Chaotic players use their location cards to port to Perim and scan new creatures, Battlegear, Mugic, Locations, and even attacks. For this porting adventure, Sarah decided that they'd use their Lake Ken-I-Po scans.

In a flash of data, Ben and Sarah were once again transported somewhere other than the real world. Ben looked around to see a huge lake with a strange castle out in the distance, and near the shore was a bunch of tall grass that went up to their waists.

"Whoa! This is really Lake Ken-I-Po?!" Ben asked in shock.

"Yup! It's the real deal!" said a new voice.

The two teenage Chaotic players looked back to see that they were not alone here. There was another teenager, a boy who looked to be around their age, walking out of the grass.

He looked to be a few inches taller than Ben with a lean build, tan skin, blue eyes, and medium length black hair. He was wearing a long sleeve grey shirt, blue jeans, and a pair of sneakers. Held in his hand was a blue Scanner, showing that he was allied with the Overworlders.

"I recognize Sarah, or ChaotiKween as she's called online, but you must be new here. I'm MajorTom, but you can just call me Tom." he said, extending a hand.

Ben shook Tom's hand, grateful that he hadn't run into any bad players here.

"I'm UltimateBen, but you can just call me Ben."

"Nice to meet you, Ben. So, are you guys looking for Mezzmarr too?" Tom asked.

"What's a Mezzmarr?" Ben asked.

"Not what; WHO. Mezzmarr is an Overworld creature that lives here in Lake Ken-I-Po." Tom explained. "And I wanna get a scan of him for my next match! Care to join me?"

"Okay. We could use an extra set of eyes to scout out potential scans." Sarah replied.

So our heroes banded together with this new guy who would undoubtedly become one of their greatest allies and best friends. But what they didn't see was a pair of eyes peek out of the lake before silently going back under to scout something out.

As our trio was crawling through the grass, Tom was informing Ben about a certain player that should always be avoided.

"So this Klay guy is actually a cheating, schemer who scams new players out of their rarest cards. He also tries to send new players who might be a challenge for him to Perim in hopes that they'll get lost forever. Is that everything?" Ben asked.

"Yup, that's Klay in a nutshell." Tom replied. "Wait, I think I see something!"

The three of them ducked down into the tall grass to hide from whatever was coming, and peeked through it to see just what was there. Suddenly, something walked out onto the beach. Something strange and highly grotesque.

It was a humanoid creature that looked like a sea monster covered in bluish green seaweed with piercing green eyes. There were also large suckers at the end of his limbs, and sharp teeth in his mouth. His skin was also green and slimy like some kind of algae.

"Nauthilax! He must be here to spy for the Underworld!" Sarah said in shock.

"Whoa! I don't have him." Ben added.

"Then let's get closer." Tom said.

"What?!"

"How else are you gonna get close enough to scan him, Ben?" Tom asked.

Hesitantly, they crept closer to the Underworlder. Once they were close enough, Ben readied his Scanner to scan this Underworld creature. But he'd have to do it while the guy's back is turned to avoid suspicion. They didn't have to wait long, as Nauthilax turned around to check for any enemies. This gave Ben the opening he needed to scan the aquatic Underworlder.

He brought his Scanner up, and activated the Scanning function that all Scanners have. Beams of blue light ran over the seemingly unaware Underworld creature, and scanned him. The lights died down while Ben and the others took cover once again.

Nauthilax looked back to check the surrounding area again, but this time he was on to something. He caught a glimpse of someone hiding in the grass. Someone that saw something they shouldn't have seen.

"I've got him!" Ben said in triumph.

"This scan is now locked into your Scanner. And look at this! It also shows you all of Nauthilax's disciplines." Sarah explained.

"Just like on the cards...!" Ben said in awe.

They had no more time to admire this new scan as a fireball sailed over their heads! They looked up, and saw Nauthilax gathering fire into his suction cuppy fingers. And boy does he look PISSED!

"Spies for the Overworld must be destroyed!" Nauthilax declared.

Sarah and Tom knew they had to run away and port back to Chaotic, scans or no scans, but Ben did something totally crazy. He gave his Scanner to Sarah, and ran at Nauthilax!

 **"Are you INSANE?! You're heading right for him!"** Tom yelled.

"I know what I'm doing!" Ben argued back. "I've been doing crazy things like this since I was ten!"

Not caring that his secret identity would be leaked, Ben activated the Ultimatrix and selected a random alien. There was a flash of green light, and in place of Ben was a different creature entirely.

He was now a strange humanoid blob of green goo. He had green eyes that were surrounded by a thick black outline, no visible ears or facial features other than his eyes, and had some kind of flying saucer above his head. On his chest was the same symbol as the Ultimatrix.

 **"GOOP!"** it yelled in a watery voice.

Tom and Sarah couldn't believe their eyes. Ben had just turned into a creature outside of the Battle Drome! Even Nauthilax looked surprised by this new development! But one thing was sure, this was just the beginning of a grand adventure that was about to unfold for Ben and his friends.

* * *

 _ **Ben's New Scans**_

 _ **Creature: Nauthilax (Underworld Spy)**_

 _ **Courage: 60**_

 _ **Power: 55**_

 _ **Wisdom: 45**_

 _ **Speed: 45**_

 _ **Mugicians: 1**_

 _ **Energy: 65**_

 _ **Elemental Powers: Water**_


	3. Chapter 3

_**Just so you know, I plan on referring to Ben by the name of whichever of his aliens he transforms into whenever he transforms. So, with that out of the way...**_

 _ **LET'S GET CHAOTIC!**_

 _ **Disclaimer: I still don't own Ben 10, or Chaotic!**_

* * *

 _ **Welcome to Chaotic Part 3 + Unexpected**_

* * *

No one present could believe their eyes. Ben had just turned into some sort of weird slime creature outside of the Battle Dromes! But that just isn't possible! Is it? Thinking that this creature that Ben turned into might be useful, Tom took out his blue OverWorld Scanner and tried to scan Goop. But instead of scanning Goop, the light beams went right through him and unintentionally scanned...

"NAUTHILAX?! How'd he get scanned?! I wanted that creature that Ben turned into!" Tom said, feeling ripped off.

"Maybe it's like if you try to scan a human. We're not from Perim so we can't be scanned. And since that creature was originally Ben..."

Sarah let that sentence hang as Tom's eyes widened in realization. This "Goop" creature is unscannable! That's why he ended up scanning Nauthilax instead of Goop. But how did Ben transform in the first place? They'd need to get to the bottom of this soon, because Nauthilax does not look the least bit intimidated.

"I don't know exactly how you transformed like that, but it doesn't matter!" Nauthilax said, igniting flames in his hands. "You and those two OverWorld spies will be destroyed here and now! **Torrent of Flame!"**

Nauthilax launched his attack at Goop, but the Polymorph was too quick for him. He simply moved his body in ridiculous ways using his Anti gravity projector, making the attack miss over and over again. Goop then floated through the air quickly enough to try and attack Nauthilax using his own abilities.

Or at least, that's what it looked like. Goop moved above the UnderWorld scout and hit the Ultimatrix symbol. In a flash of green light, he was now a red and yellow humanoid manta ray thing.

 **"JETRAY!"**

The newly named Jetray aimed his tail at Nauthilax and fired a green colored Neuroshock blast at him. Now Nauthilax may not be the brightest bulb in the bunch, but he's not stupid. He rolled out of the way just as the blast hit the ground he was previously standing on, and exploded. He didn't let this deter him as he fired a off a Riptide attack at the Aerophibian.

Jetray was caught off guard from this, and ended up shot down from the pressurized water streams. But Nauthilax didn't stop there. While Jetray was falling, he fired off an even stronger Torrent of Flame attack and hit Jetray dead center in the chest, just below the Ultimatrix. The Aerophibian screamed in pain, and crash landed at Tom and Sarah's feet.

 **"BEN!"** they yelled in worry.

"Where I come from, no good deed goes unpunished." Nauthilax said cruelly.

Jetray ended up turning back into Ben in a flash of green light since he was too badly damaged to maintain the transformation. Sarah and Tom gasped at how bad the damage was. Ben's shirt and jacket were burned pretty bad, and the front of his upper body was covered in third degree burns. He also had some blood dripping from a deep cut on his head, and they were pretty sure he had a pretty bad concussion.

Just as Nauthilax was about to go for the kill, he was hit in the back by a Riptide that was launched by someone else. Then another voice came from nowhere, only this one sounded like it belonged to an elderly man.

"Well, well, well, if it isn't my old friend. It was a bad idea for you to show your face around here, Nauthilax!"

Nauthilax turned around to see that two new OverWorld creatures had arrived on the scene. The first creature was known as Intress. She was an OverWorld creature that looked like a humanoid tigress with yellow eyes, cat-like slit pupils, and a pair of tigress ears on her head in place of human ears. She had wavy, dark red hair that fell past her shoulders, and orange fur with dark red stripes and a cream colored underbelly. Her only clothing was a beige colored bikini loincloth combo, along with brown leather wrappings around her thighs, calves and feet.

The second OverWorlder was Najarin, a creature that looked like a blue skinned, elderly humanoid with a very long white beard. Najarin's long fingers are adorned with multiple rings. He has a long blue cape/cloak and a pointed hat.

"And it seems as though he attempted to kill this young human by burning him alive." Intress pointed out.

NOW Nauthilax knew he was in trouble. He may be a strong creature, but even he wasn't a match for both Intress and Najarin at the same time. So, he did the most logical thing to do in this situation. He made a beeline for the water to get back to the UnderWorld! He didn't even care about this human's ability to transform like he did!

"Nauthilax, GNNH! Getting... Away...!" Ben said through his pain.

"You don't need to fear, child." Najarin said. "The only thing he has seen this day is courage from creatures both great and small."

Najarin reached into his pocket, and took something out. It was a blue, hollow, hexagon shaped object that seemed to have magical properties. It levitated into the air as Najarin began a ritual of some kind.

"HEAR ME, OH GREAT AND POWERFUL MUGICIAN! I SUMMON THEE TO THIS PLANE OF EXISTENCE TO HEAL THIS FALLEN WARRIOR!"

A blue phantom exited Najarin and made its way to the Mugic that was being used. Sarah and Tom were staring in amazement at what they were seeing.

"A REAL Mugician!" Sarah said in awe.

"This is amazing!" Tom added.

The Mugician entered the hollow space of the Mugic, and gave it enough power to activate. It played a beautiful high pitched melody that soothed the nerves of all those present.

 **"Song of Rejuvenation! Heal this human warrior!"**

A light pillar shone on Ben as the Mugic began to do its job. Faster than ever before, Ben's wounds healed up and disappeared. And from the looks of it, there wouldn't even be any scars! As his energy was restored, Ben slowly rose to his feet.

"Thanks for the help, Najarin. I'd be dead by now if not for you and Intress." Ben said.

"Anytime, young one!" Najarin replied.

Ben looked at his Scanner and gained a look of disdain as he saw the Nauthilax scan. Without hesitation, he pressed a button on his Scanner and deleted the Nauthilax scan. Tom and Sarah were shocked by this action.

"Ben, why'd you do that?" Sarah asked. "That Nauthilax scan would've totally dominated the Drome matches!"

"Be that as it may, he also tried to attack and kill you guys! I'd rather delete the scan instead of using it in battle." Ben said.

"So it seems you're in need of a new creature."

Ben turned around to see Intress with her arms open wide. This posture confused him until she explained her reasoning for this pose.

"Scan me, Ben, and you will see the world as I do!" Intress instructed.

While surprised by this, our hero wasn't one to look a gift in the horse's mouth. He held up his Scanner, and the light beams once again appeared. The image appeared as Ben successfully scanned the tigress woman.

"Got it! Thank you very much, Intress." Ben said.

"Think nothing of it. Now I must return to Kiru City to meet up with our leader. Farewell!" Intress said.

And with that, Najarin teleported himself and Intress back to Kiru City, leaving our hero and his new friends to their own devices. Ben, and Sarah knew that they couldn't stay at Lake Ken-I-Po for too much longer, so they got ready to go back home.

"I'll see you on the other side, Ben!" Sarah said as she ported out.

"You coming, Tom?" Ben asked.

"Nah, you go on ahead. I'm gonna stick around and see if I can't scan Mezzmarr." Tom replied.

Ben nodded in acceptance, and pressed the button that would let him port out. Once he locked his new Intress scan into his Scanner, he pressed the button that would let him go back home. But THIS time, it worked.

* * *

 _ *****Back at Bellwood: Ben's House*****_

* * *

Ben had just gotten home from school and had quite a bit of homework to do. Fortunately, Sarah had come over to help him with it since she was a math genius. They were just about to do their homework, when Ben saw the button on his Scanner flashing.

"Hey, what's going on with my Scanner?" Ben asked.

Sarah grinned as she knew what was going on.

"Why don't you press the button and find out?" she asked.

Ben raised an eyebrow at that suggestion, but just shrugged and pressed it anyway. That's when something highly unusual happened. A rush of new memories from everything he did in Chaotic came flooding into his mind! His first match, the trip to Perim, Nauthilax's attempt to kill him, his scan of Intress, EVERYTHING!

When it was over, Ben broke out into what might've been the biggest grin he's ever had on his face. It all just seemed too good to be true!

"Dude...!" Ben said in awe.

"I know!" Sarah replied.

"Dude!"

"I know!"

"DUDE!"

"Ben, you don't even say dude." Sarah pointed out.

 **"I KNOW!"**

Yeah, it's plain obvious that Ben is pretty excited about this whole Chaotic thing. And best of all, it would give him something to look forward to every day! But he also decided to take the time to explain his hero origin story to Sarah.

* * *

 _ **(I was gonna end the chapter here, but I think I'll keep going with this chapter!)**_

* * *

 _ *****A Week Later*****_

* * *

Ever since that day, Ben has been going to Chaotic to both compete in Drome matches and to hang out with Sarah and Tom. It was also during one of these days that Ben met Tom's best friend, Kazdan Kalinkas, or Kaz as he prefers to be called.

Kaz is an UnderWorld player who's not afraid to give the UnderWorlders much praise. He has spiky red hair, tan skin, and has a pretty thin build. But not so thin that he'd be labeled as lanky. His outfit consists of a green shirt under a beige vest, a pair of baggy blue jeans, brown shoes, and a pair of pink tinted eye glasses.

It was also on the day that Ben met Kaz that he explained to his three new friends the origin of the Ultimatrix and his alien transformations. Surprisingly, they were all very accepting of these abilities, but were slightly bummed out that he can't use these abilities in the Dromes. However, that brings us to our current situation.

Ben and Kaz were currently sneaking around UnderWorld City with a couple of packs that were filled with something. However, Ben seemed to be in a rush. This was also beginning to wear on Kaz's nerves.

"Would ya calm down?" Kaz asked irritably.

"How can I calm down? In case you've forgotten, I have a Chaotic match in the Crellen Drome very soon!" Ben replied.

"Look Ben, in Chaotic there's the game, and the game behind the game. You've gotta learn to play both. That's how you get the best scans!" Kaz explained.

Ben wasn't so sure about this. He reached into his pack, and pulled out a few slimy purple scales. He put them back as those things felt disgusting to the touch.

"Eyyuck! These Dractyl Scales are disgusting! I don't see what these have to do with playing Chaotic-"

He was interrupted by a loud screech coming from the top of a nearby building. Without warning, something landed on his face, making him scream out in panic. And who could blame him with the things he's seen in his life?

 **"KAZ, HELP! IT'S TRYING TO EAT ME!"**

Kaz just chuckled and got the creature off of his friend. The small creature flailed around a little bit as if he was trying to get something, but he soon calmed down. Kaz set him down along with his bag.

"Eat a human? Blech! Too many bones." he said.

Ben finally got a good look at the strange creature, and could tell that he was definitely an UnderWorlder. He kinda resembled a rabbit, only he was a bit bigger than a normal rabbit. He has green skin and large ears like a rabbit's ear, and a red mohawk along with a short red goatee and two tufts of red hair on his wrists. His large ears have darker green spots at the ends. He also has two short fangs on his large mouth. He also wears only a brown vest.

"Ben, this is H'earring, my inside man. I bring him goodies, and he brings me top of the line scans." Kaz explained.

H'earring opened up Kaz's bag and took a look inside. An even bigger grin than what he had before was soon plastered onto his face.

"Oooohhh, Dractyl Scales!" H'earring said, clearly pleased.

But before be could take one, Kaz swiped the bag away from the small UnderWorld creature.

"You'd BETTER have something good for me, H'earring! Getting these was even grosser than usual!" Kaz said sternly.

He unzipped his bag to get some of the aforementioned scales, and at first pulled out a strange red object. It wasn't a Dractyl Scale, but it wasn't of human origin either. And this puzzled Ben greatly about what this object could possibly be.

"Whatcha got there, Kaz?" Ben asked.

"I found it in Dractyl's nest. I always pick up random stuff whenever I'm here in Perim. You never know what might come in handy someday." Kaz replied.

He placed the strange object in a separate pocket of his bag, and pulled out a few Dractyl Scales. He gave them to a very excited H'earring... Who proceeded to scarf them down. And what's even grosser is that the little rabbit-like UnderWorld creature seemed to enjoy the flavor of these things!

"Yuck...!" Ben said in disgust.

"Okay, H'earring, what do ya have?" Kaz asked.

"New Battlegear. Tough!" H'earring replied.

He perked up as his sensitive sense of... Well, hearing, picked up the faint sound of a motorized vehicle. He raised his ears to gain an accurate location of where the noise was coming from. Once he had an accurate guess on where it was, he ran up against a wall. This action confused our two Chaotic players, but not for very long.

Pretty soon, the revving sound grew louder, and louder as whatever it was got closer to their location. Suddenly, something broke through the glass window at the top of the wall H'earring was backed up against, and landed next to Ben before riding off and stopping a short distance from the group.

The gear was something akin to a motorcycle combined with a giant, hollowed out buzzsaw blade. And riding it was the OverWorld Scout, Blazier. He was a creature that resembled a yellow imp with two fangs jutting out of his lower jaw, wearing clothes similar to those of an old western prospector from the American gold rush. But Kaz didn't seem all that impressed.

"THAT'S the Battlegear you dragged me all the way out here for?! I already HAVE a Mowercycle!" Kaz complained, feeling a bit ripped off.

That's when the ground started to rumble a bit and the wall behind Ben and Kaz started to fall towards them. Fortunately, they were standing where a hollow window was, and narrowly avoided getting squashed like a couple of cockroaches. But when they saw just what knocked down the wall, their jaws fell open like a couple of ten ton weights.

It was a mechanical marvel of engineering. It looked like a balcony mixed with the legs of a large bird like an ostrich or a secretary bird. Mounted to its sides was a pair of cannons that looked powerful enough to blast anything to pieces, and at the front of it was a pair of giant bull horns.

"I bet you don't have one of those!" H'earring said smugly.

But Ben heard something that none of the others did. It was the sound of someone groaning in pain. He looked behind the strange Battlegear, and saw what looked like a human girl. However, he could tell that she was clearly a creature.

She had bluish grey skin, long red hair, and was wearing a black, skintight bodysuit with a black, hooded trench coat cloak/combo. And another thing about her was that she was hurt. Part of that building that collapsed had landed on her legs from the knees down, and she was struggling to get it off.

Ben rushed over, and knelt down to try and help her. But the creature swiped at him with nails that he knew were very sharp.

"STAY AWAY FROM ME, HUMAN!" she growled.

"Easy! I'm not gonna hurt you! I just wanna help!" Ben tried to reason.

But this creature wasn't having it. She kept swiping at him and trying not to show weakness, even though he could tell that she was clearly in pain. Finally, Ben had enough and activated the Omnitrix. Chaor in his new Battlegear had gone after Blazier in his Mowercycle with Kaz and H'earring following him, so Ben didn't have to worry about anyone else seeing this.

In a bright flash of green light, Ben had transformed into one of his stronger aliens. He ended up turning into a twelve foot, muscular humanoid with four arms, red skin, four green eyes, three fingers on each hand, and two toes on each foot. His attire consisted of four gold colored arm braces, a pair of shorts with a gold waistband, and two bands that go across his chest. He also has black hair pulled into a ponytail.

" **FOUR ARMS!"**

The girl was astounded by this transformation. So THIS was the thing that Nauthilax refused to talk about! She was so busy admiring the possibilities of such an ability that she failed to notice that Four Arms was getting her out of there until he lifted the debris off of her legs. He then used his extra arms to drag her out of there, and dropped the debris on the ground. However, her legs were in far worse shape. They were definitely broken in many different places.

"Look miss…"

"Nivenna. My name is Nivenna, if you must know."

"Listen Nivenna, I'm going to help heal your legs, but I need you to trust me." Ben said.

Nivenna was still a bit cautious of this creature and his powers, but with her legs the way they were and the fact that it would take too long to cast a Mugic, what choice did she have. She gave a slow, reluctant nod to show that she'd let him help. In response to this, Four Arms slapped the Ultimatrix mark on his chest and was enveloped in a green light as he turned into a gold and green, humanoid clock creature.

" **CLOCKVORK!"** he yelled in a German accent.

"Okay, how the hell are you doing that?! The transforming, I mean." Nivenna asked.

"I vill explain later. For now, let's ze vhat ve can do about zese legs of yours." Clockwork replied.

The wind up key on his head began to turn as the green glass on Clockwork's belly began to glow with green energy. He fired off a green light beam at Nivenna, who expected it to be an attack. However, instead of searing pain like she had expected, she could instead feel her legs healing at an astounding rate! When it was over, Nivenna stood up as if she had never been hurt in the first place.

Clockwork ended up turning back into Ben in a flash of green, and Nivenna just had to ask about what had just happened.

"What was that about? How did you do that?!"

"That's one of Clockwork's powers. He can alter time to a certain degree. I just used his powers to rewind time to before that rubble landed on your legs." Ben replied.

"Well, thanks for the help. And as thanks for helping me, I'll allow you to scan me along with a Mugic that I'm carrying on my person." Nivenna said.

Ben held up his Scanner, and first scanned the UnderWorld Mugic that Nivenna had offered him. Then he scanned her, and was amazed by her abilities as a Muge.

"Got 'em! Thanks, Nivenna. I owe you for this." Ben said before porting out.

Nivenna just stood there with a grin on her face. Perhaps not all humans were as bad as the others. But either way, she had to alert Chaor, Takinom, and Agidos about this new find. A human with the ability to transform outside of Chaotic? It was just unheard of!

* * *

 _ *****In Chaotic*****_

* * *

Ben had just made it back to the Transport Center, and was now on his way to the Crellen Drome where he was going to Duke it out with a player named Peyton. He had also met up with Tom and Sarah as they made their way to the Drome.

"So Peyton uses Mipedians, eh?" Ben asked.

"Yup! And he knows how to use them too! As far as I can tell, Peyton's never lost a match so far." Tom informed.

"Yeah, and a piece of advice for you. Don't just use your strongest creature against him! You have to do something unexpected!" Sarah added.

"Got it. Thanks for the heads up, guys."

Ben walked into the Crellen Drome and saw another teenager around his age standing on the other side. This guy was a bit on the beefy side with brown hair, brown eyes, and pale skin. He wore a T-shirt, a pair of cargo shorts, and pair of sneakers. His Scanner was yellow in color to show that he uses mainly Mipedians.

" **UltimateBen, you have been challenged by PeytonicMaster to a one on one battle. Select your battle teams, and may the best player win."**

" _Okay, this guy thrives on the unexpected, so I'll do something no one would expect me to do. I'll use Nivenna, UnderWorld Lieutenant as my creature, and for Battlegear I'll equip her with… what the heck?!"_

While Ben was selecting his Battlegear for Nivenna, he saw that he had a scan of that new Battlegear that Chaor had used against Blazier, the Viledriver, in his Battlegear deck.

" _I must've accidentally scanned it when I was helping Nivenna! But this'll at least come in handy by giving her some extra fire power. And Peyton uses Mipedians, which are known for being able to turn invisible. Good thing the Spectral Viewer allows you to have a second Battlegear equipped to your creature, and will come in handy here!"_ Ben thought to himself.

He briefly looked over to see that Peyton hadn't even started selecting his cards yet. He seemed to be a very relaxed and carefree individual, but Ben was here to fight, not relax!

"HEY! What're ya gonna do, choose your cards with your eyes closed?!" Ben asked.

"DUDE, that is a totally awesome idea!" Peyton replied.

So he proceeded to do just that. Ben rolled his eyes at this guy's attitude, and resumed choosing what to use.

" _Stay focused, Tennyson! Don't let him psyche you out! Okay, for Mugic I'll use that new one I got from Nivenna. And I think this time I'll stack my location deck with all UnderWorld locations. There! Perfect!"_

" **Players, lock your decks."**

They did as instructed, and Ben knew he'd made the right decision in using this new strategy. Peyton was using a Mipedian known as Malvedine for this battle, and Ben knew that the Viledriver would come in handy this time.

" _This is perfect! Nivenna may have less energy than Malvedine, but with the Spectral Viewer and the Viledriver, she'll be a force to be reckoned with!"_ Ben thought to himself.

" **UltimateBen, you will be the attacker. Please activate the Location Randomizer."**

Ben spun the Randomizer, and waited for it to stop on the first location.

" **The first location will be… UnderWorld City. Choose your attacking and target creatures, please."**

"That's the easy part. Nivenna, UnderWorld Lieutenant attacks Malvedine!"

Both players touched their cards, and became their respective creatures before being transported to separate parts of the chosen battlefield. But while Ben as Nivenna was searching for "her" enemy, "she" was having a bit of an internal conflict with her voices of awesomeness and reasoning.

" _ **THIS IS TOTALLY THE AWESOMEST THING EVER!"**_

" _Enjoy it while it lasts, bonehead. We have boobs attached to us now!"_

Ignoring that last comment, Nivenna just tried to find the enemy without being spotted first. Unfortunately, that would not be possible, as Nivenna was nearly nailed from behind with a Cyclone Slam attack. She looked back to see Malvedine standing there with a Liquilizer in hand, smirking as if he'd already won the battle.

"Pretty crazy that you're using a Muge against a creature like Malvedine, dude." Malvedine said. "But I'm gonna make things more interesting, and not use my Battlegear yet."

To prove his point, the Mipedian put away his Liquilizer and made a 'come here' motion with a clawed hand. Nivenna did not like being taken lightly, and decided to bring out her greater weapon in this case.

"You want unexpected? You're gonna get it with my new Battlegear!" Nivenna declared.

In a blue flash of data, the Viledriver materialized from underneath the UnderWorld Muge, shocking Malvedine since he's never seen a Battlegear like that before. Nivenna flipped a few switches, and fired the cannons at her Mipedian adversary. Malvedine was too stunned to dodge in time, and got hit by two laser blasts that took out a good chunk of his energy.

"Too bad you were so arrogant, dude." Nivenna mocked. "Now you can just lay there as I crush you like a bug!"

Nivenna moved the controls of the Viledriver to squash Malvedine… only for the darn thing to move backwards instead of forwards. The UnderWorld Muge tried to get the thing under control, but it just wouldn't do what she wanted it to do. As she tried to get it under control, Nivenna saw that she was fast approaching a building that very well might collapse on her if she hit.

So, she did the most logical thing to do in this sort of situation involving runaway Battlegear. She swan dived off of it before going into a tuck and roll.

" **ABANDON VILEDRIVER!"**

She was right to abandon the Battlegear as it hit the wall and broke through before being buried under the debris. Nivenna sighed as that Battlegear would now be useless, and turned to face Malvedine, but he had disappeared. So she materialized her Spectral Viewer and tried to locate him. She didn't have to look far as she saw him standing a few feet away.

"Nice move with that Battlegear, dude. Didn't see it coming. Too bad you forgot to test it in a Beta match first!" Malvedine gloated. "And I've trained myself to face the unexpected. Now I think you should have a little taste of… **Rustoxic!"**

Malvedine fired off a concentrated stream of some sort of poisonous substance at Nivenna, scoring a direct hit. She began to panic as her body rusted over and immobilized her. The Mipedian smirked and brought his Liquilizer back out into the field, before taking aim at Nivenna.

"You put up a good fight, bro." Peyton as Malvedine complimented. "But it looks like I've got this match all wrapped up!"

" _CRAP! If I don't do something right now, I'm code! I can't use my Battlegear, but maybe that new Mugic will help. So here goes something."_

Nivenna used one of her Mugicians to activate the new Mugic that Ben had recently scanned. Its song resounded through the arena before a beam of light enveloped the UnderWorld creature. The rust dissipated, and she began to grow bigger as her energy was restored and she gained the fire element for attacks.

Malvedine fired an ice blast from his Liquilizer at the recently healed Nivenna, but she merely batted it away with the back of her hand. She smirked as victory was at hand, and shot a Lavalanche attack from her mouth at the Mipedian. Malvedine tried to run, but was too slow as he was hit by the attack and coded. LADIES AND GENTLEMEN, IT WOULD APPEAR THAT BEN TENNYSON HAS ENDED PEYTON'S WINNING STREAK!

" **The winner is… UltimateBen."**

Nivenna turned back into Ben, and began to walk over to Peyton.

"Hey, great match there! Never saw that Rustoxic attack coming!" Ben said.

"Dude, you are the MASTER of all things unexpected!" Peyton complimented, high fiving his fellow teen. "I have NEVER seen a Muge used like that before, Mi amigo! I don't think I've ever seen that Battlegear up until this point either."

"Well, let's head back to the pub and I'll tell you all about it." Ben suggested.

And just like that, a new friendship was formed between a Mipedian player, and a player who uses all four known tribes in Perim. What sort of adventures await them next? Stay tuned for the next chapter, and find out!

* * *

 _ **Ben's New Scans**_

* * *

 _ **Intress: Overworld Elementalist**_

 _ **Courage: 40**_

 _ **Power: 45**_

 _ **Wisdom: 40**_

 _ **Speed: 55**_

 _ **Elemental Type: Earth + Water**_

 _ **Energy: 45**_

 _ **Mugicians: 2**_

 _ **Special Ability(s): Sacrifice one Mugic Counter, creatures you control gain five energy for each Elemental Type they have.**_

* * *

 _ **Viledriver: Battlegear**_

 _ **Equipped creature gains "Fire 5 (fire attacks made by this creature deal an additional five damage.)"**_

* * *

 _ **Song of Fury: Mugic**_

 _ **Deal 10 damage to target creature. Until the end of the turn, another target creature gains "fire 5."**_

* * *

 _ **Nivenna, UnderWorld Lieutenant**_

 _ **Courage: 45**_

 _ **Power: 60**_

 _ **Wisdom: 60**_

 _ **Speed: 60**_

 _ **Energy: 35**_

 _ **Mugic Counters: 3**_

 _ **Elemental Type: None**_

 _ **Special Ability(s): [2MC]: Deal 5 damage to target creature for each tribe you control. If you control only Nivenna and Aivenna, you pay [1MC] instead.**_

 _ **Unique**_


	4. HAPPY B-DAY!

_**Before I forget, I feel I should answer a question that some reviewers have been asking for awhile. This is concerning the story's pairing. This is NOT a harem story. The pairing is strictly Ben and Sarah! Oh, and also… HAPPY BIRTHDAY NICOCHAN11! THIS CHAPTER'S MY GIFT TO YOU!**_

 _ ***i don't own Chaotic or Ben 10, and I never will!***_

* * *

 _ **HAPPY BIRTHDAY, NICOCHAN11!**_

* * *

In Bellwood, we find ourselves at the Tennyson household. It was a lazy sunday and there's been no alien activity as of yet, so Ben has sent his mental avatar to Chaotic in order to try and acquire some new scans for future battles. After all, he barely scraped through in his fight against Peyton, and that was only because of Nivenna's mugic abilities.

Ben yawned due to boredom. Something that makes him seem like his heartbeat has slowed to a crawl and he's become as lazy as a sloth.

...Okay, I've been reading and writing WAY TOO MANY RWBY stories in recent times: moving on!

Ben took out his scanner and stared at the blank screen. Until his mental avatar returns, he's locked out of his scanner and online account. So he can't even do THAT to pass the time.

"Man, I am so BOOOOOOORED! I wish that SOMETHING exciting would happen today!" whined Ben.

And it would seem as though his prayers have been answered.

"Ben, can you come down here please? There's someone here to see you." called Sandra, Ben's mom.

"Coming, Sandra!" Ben called back.

He quickly got up and pocketed his scanner before walking down the stairs. Once he got there, he saw his mother speaking with a familiar blonde girl that he met when all of these tales of Chaotic derring do began.

"Sarah? What are you doing here? Not that it isn't good to see you, I mean." Ben asked/amended

Sarah smiled and walked into the house, taking her shoes off at the doorstep as she did.

"I had nothing else to do today, so I was thinking that maybe we could hang out. Maybe meet some of your friends and your cousin?" Sarah suggested.

"That actually sounds like a pretty good idea. Give me a moment to call my cousin and a couple of my friends and see if they're up for it." Ben said.

He quickly turned on his heel to head to the kitchen and make a few phone calls. He certainly hoped that Sarah wouldn't freak out when she met people like Manny, Helen, Rook and Hobble. The fact that she now knows that Aliens DO exist was a bit overwhelming for the girl. Meeting some more in person might shut down her brain due to the shock.

The fact that his cousin is also an alien made things far more complicated.

And both of these teenagers were blissfully unaware of the match that is about to take place in Chaotic in the next chapter.

* * *

 _ ***To Be Continued…***_

* * *

 _ **Short chapter, I know. I am SERIOUSLY disappointed in myself for being unable to write a chapter of decent length for this story, and I hope you all can forgive me for the pathetic length of this chapter.**_


End file.
